Brinker International (EAT)

The Board of Directors does not have classes where a director serves multi-year terms. Each director serves for a one year
term and is subject to re-election by you each year. Prior to recommending a director for nomination for re-election, the Governance and Nominating Committee considers many
things including:



the quality of past director service, and attendance at Board of Directors and Committee meetings;



whether the director continues to possess the qualities and capabilities considered necessary or desirable for director
service;



input from other members of the Board of Directors concerning the performance of that director through a peer review
process; and



the independence of the director.

A
non-employee director is expected to serve at least four one-year terms (subject to annual renomination and re-election). Presently,
Messrs. Girouard, Mrkonic, Nye and Parra and Ms. Smith have served for more than four one-year terms.

Mr. Ron
Kirk resigned from the Board of Directors on March 18, 2009 following his appointment as U.S. Trade Representative. Mr. James E. Oesterreicher is
leaving the Board of Directors at the end of his current term on October 28, 2009 after 15 years of service.

The Board of Directors does not have classes where a director serves multi-year terms. Each director serves for a one year
term and is subject to re-election by you each year. Prior to recommending a director for nomination for re-election, the Governance and Nominating Committee considers many
things including:



the quality of past director service, and attendance at Board of Directors and Committee meetings;



whether the director continues to possess the qualities and capabilities considered necessary or desirable for director
service;



input from other members of the Board of Directors concerning the performance of that director through a peer review
process; and



the independence of the director.

A
non-employee director is expected to serve at least four one-year terms (subject to annual renomination and re-election). Presently, Messrs. Girouard,
Kirk, Mrkonic, Nye and Oesterreicher and Ms. Smith have served for more than four one-year terms.

The Board of Directors does not have classes where a director serves multi-year terms. Each director serves for a one year term and is subject to
re-election by you each year. However, the Governance and Nominating Committee has divided the non-employee directors into four groups. The groups are staggered so that each
year the members of one of the groups shall have served on the Board of Directors for four consecutive years. At the time a group has served four consecutive years, the members of such group are
considered "Retiring Directors." Those Retiring Directors will, as determined by the Governance and Nominating Committee, either leave the Board of Directors at the end of their current term or serve
an additional four year term on the Board of Directors (subject to annual re-election by you). Prior to recommending Retiring Directors for nomination for re-election, the
Governance and Nominating Committee considers many things including:



the
quality of past director service, and attendance at Board of Directors and Committee meetings;



whether
the director continues to possess the qualities and capabilities considered necessary or desirable for director service;



input
from other members of the Board of Directors concerning the performance of that director; and



the
independence of the director.

This
year Mr. Mrkonic is a Retiring Director who has been renominated by the Governance and Nominating Committee. The four groups of non-employee directors are as
follows:

Director Group

Group Members

Considered a "Retiring Director" at
the Annual Shareholder Meeting
Following the End of the
Noted Fiscal Year

The Board of
Directors does not have classes where a director serves multi-year terms. Each
director serves for a one year term and is subject to re-election by you each
year. However, the Governance and Nominating Committee has divided the
non-employee directors into four groups. The groups are staggered so that each
year the members of one of the groups shall have served on the Board of
Directors for four consecutive years. At the time a group has served four
consecutive years, the members of such group are considered Retiring Directors.
Those Retiring Directors will, as determined by the Governance and Nominating
Committee, either leave the Board of Directors at the end of their current term
or serve an additional four year term on the Board of Directors (subject to
annual re-election by you). Prior to recommending Retiring Directors for
nomination for re-election, the Governance and Nominating Committee considers
many things including: